HomeMy WebLinkAboutExhibit 9IRREVOCABLE LETTER OF CREDIT
SUNTRUST BANK
25 Park Place
Atlanta, Georgia 30303
July __, 2008
IRREVOCABLE LETTER OF CREDIT NO.
TD Bank, National Association, as Trustee
7545 Centurion Parkway, #402
Jacksonville, Florida 32256
Attention: Corporate Trust Department
Reference CUSIP # [2008 Tax -Exempt Bonds]
ANNEX I
At the request and on the instructions of our customer, the City of Miami (the
"City") we hereby establish in your favor, as Trustee pursuant to Ordinance No. (the
"Series Ordinance"), duly enacted by the City Commission (the "City Commission") of the City on
Pursuant to Ordinance No. 11693, enacted by the City on August 14, 1998 (as
supplemented and amended, and in particular, as amended by Ordinance No. 11719, enacted by
the City on October 27, 1998, collectively, the "1998 Bond Ordinance"), the City issued its
$13,490,000 Parking System Revenue Refunding Bonds, Series 1998. Pursuant to Ordinance
No. 11693, enacted by the City on December 18, 2003, the City adopted Ordinance No.
(the "2003 Ordinance"), on March 9, 2006, the City adopted Ordinance No. (the "2006
Ordinance") supplementing and amending the 1998 Bond Ordinance and the 2003 Ordinance to,
among other things: (a) ratify the 2003 Ordinance and the delegated actions taken to date by
officials of the City and the Department thereunder, and (b) redesignate the Additional Bonds
authorized under the 2003 Ordinance as "Tax -Exempt Variable Rate Parking System Revenue
Bonds of the City of Miami, Florida, Series 2006" (the "Tax -Exempt Series 2006 Bonds") and
"Taxable Variable Rate Parking System Revenue Bonds of the City of Miami, Florida, Series
2006" (the "Taxable Series 2006 Bonds," together with the Tax -Exempt Series 2006 Bonds,
collectively, the "Refunded Additional Bonds"). The Series Ordinance, together with the 2006
Ordinance and the 1998 Ordinance, shall be collectively referred to as the "Bond Ordinance."
Pursuant to the Series Ordinance, the $ aggregate principal amount of
The City of Miami, Tax -Exempt Variable Rate Parking System Revenue Refunding Bonds,
Series 2008 (the "2008 Tax -Exempt Bonds") are being issued. This Irrevocable Letter of Credit
in the initial amount of $ (hereinafter, as reduced from time to time in accordance
with the provisions hereof, the "Available Commitment") is issued in connection with the Letter
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of Credit Agreement between us and the City and dated as of July 1, 2008 (the "Letter of Credit
Agreement"), of which (i) an amount not exceeding $ (as reduced from time to time
in accordance with the terms hereof (the "Available Principal Commitment"), may be drawn
upon with respect to payment of the unpaid principal amount or the portion of Purchase Price
corresponding to principal of the 2008 Tax -Exempt Bonds, and (ii) an amount not exceeding
$ (as reduced from time to time in accordance with the terms hereof, the "Available
Interest Commitment") may be drawn upon with respect to payment of interest accrued or the
portion of Purchase Price corresponding to interest accrued on the 2008 Tax -Exempt Bonds on
or prior to their stated maturity date, effective immediately and expiring on July _, 2011 unless
terminated earlier in accordance with the provisions hereof or unless otherwise renewed or
extended. All drawings under this Letter of Credit will be paid with our own funds.
Funds under this Letter of Credit will be made available to you against receipt by
us of the following items at the time required below: (a) if the drawing is being made with
respect to the payment of the portion of the Purchase Price of 2008 Tax -Exempt Bonds delivered
to the Trustee (as defined in the Bond Ordinance) pursuant to Sections 6.01, 6.02, 6.03, 6.04 or
6.05 of the Series Ordinance corresponding to the principal thereof (an "A Drawing"), receipt by
us of your written certificate in the form of Exhibit A attached hereto appropriately completed
and signed by an Authorized Officer; (b) if the drawing is being made with respect to the
payment of principal of the 2008 Tax -Exempt Bonds (a `B Drawing"), receipt by us of your
written certificate in the form of Exhibit B attached hereto appropriately completed and signed
by an Authorized Officer; and (c) if the drawing is being made with respect to the payment of
interest, or the portion of Purchase Price corresponding to interest, on the 2008 Tax -Exempt
Bonds (a "C Drawing"), receipt by us of your written certificate in the form of Exhibit C
attached hereto appropriately completed and signed by an Authorized Officer. Presentation of
such certificate(s) shall be made at our office located at SunTrust Bank, 25 Park Place,
16th Floor, Atlanta, Georgia 30303, Attention: Standby Letters of Credit Department, or at any
other office which may be designated by us by written notice delivered to you.
If a drawing is made by you hereunder at or prior to 12:30 P.M., New York City
time, on a Business Day, and provided that the requirements set forth above have been strictly
satisfied and that such drawing and the documents presented in connection therewith conform to
the terms and conditions hereof, payment shall be made to you, or to your designee, of the
amount specified in immediately available funds, not later than 2:30 P.M., New York City time,
on the same Business Day or not later than 2:30 P.M., New York City time, on such later
Business Day as you may specify. Drawings received after 12:30 P.M., New York City time, on
a Business Day will be considered as presented at or prior to 12:30 P.M., New York City time,
on the following Business Day. If requested by you, payment under this Letter of Credit will be
made by deposit of immediately available funds into a designated account that you maintain with
us. If a demand for payment made by you hereunder does not, in any instance, conform to the
terms and conditions of this Letter of Credit, we shall give you prompt notice that the demand for
payment was not effected in accordance with the terms and conditions of this Letter of Credit,
stating the reasons therefor and that we will upon your instructions hold any documents at your
disposal or return the same to you. Upon being notified that the demand for payment was not
effected in conformity with this Letter of Credit, you may attempt to correct any such
non -conforming demand for payment to the extent that you are entitled to do so.
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Demands for payment hereunder honored by us shall not, in the aggregate, exceed
the Available Commitment, as the Available Commitment may have been reinstated by us as
provided in the next paragraph. Subject to the preceding sentence, each "A Drawing" and each
"B Drawing" honored by the Bank hereunder shall pro tanto reduce the Available Principal
Commitment, and each "C Drawing" honored by the Bank hereunder shall fro tanto reduce the
Available Interest Commitment; any such reduction shall result in a corresponding reduction in
the Available Commitment, it being understood that after the effectiveness of any such reduction
you shall no longer have any right to make a drawing hereunder in respect of the amount of such
principal and/or interest on the 2008 Tax -Exempt Bonds or the payment of Purchase Price
corresponding thereto.
Upon release by us or on our behalf of any "Bank Bonds" (as defined in the Letter
of Credit Agreement), the Available Principal Commitment shall be reinstated automatically and
immediately by the principal amount of such Bank Bonds. In addition, (a) the Available Interest
Commitment shall be reinstated automatically and immediately by the amount of such
"C Drawing" and (b) upon the release by us or on our behalf of any Bank Bonds, the Available
Interest Commitment shall be reinstated automatically by the amount of the "C Drawing" made
to pay the portion of the Purchase Price corresponding to interest on such Bank Bonds (unless
the Available Interest Commitment previously has been reinstated with respect to such
-"C Drawing"); provided, however, that in no event shall the Available Interest Commitment be
reinstated to an amount in excess of 40 days' interest (such amount computed as set forth in the
second succeeding paragraph) on the sum of the then applicable Available Principal
Commitment plus the aggregate principal amount of any Bank Bonds.
Only you or your successor as Trustee may make a drawing under this Letter of
Credit. Upon the payment to you, to your designee or to your account of the amount demanded
hereunder, we shall be fully discharged on our obligation under this Letter of Credit with respect
to such demand for payment and we shall not thereafter be obligated to make any further
payments under this Letter of Credit in respect of such demand for payment to you or any other
person who may have made to you or makes to you a demand for payment of principal of,
Purchase Price of, or interest on, any 2008 Bond. By paying to you an amount demanded in
accordance herewith, we make no representation as to the correctness of the amount demanded.
This Letter of Credit applies only to the payment of principal or the portion of
Purchase Price of the 2008 Tax -Exempt Bonds corresponding to principal, and up to 40 days'
interest accruing on the 2008 Tax -Exempt Bonds (computed at a rate of 12% per annum), from
the Date of Issuance through the Termination Date (computed on the basis of actual days elapsed
in a 365- or 366-day year, as the case may be, during any Daily Period or Weekly Period and
does not apply to any interest that may accrue thereon or any principal, premium or other
amounts which may be payable with respect to the 2008 Tax -Exempt Bonds subsequent to the
expiration of this Letter of Credit.
Upon the earliest of (a) the honoring by us of the final drawing available to be
made hereunder, (b) receipt of a certificate signed by an Authorized Officer and a duly
authorized officer of the City stating that the conditions precedent to the acceptance of a
Alternate Bond Credit Facility (as defined in the Series Ordinance) have been satisfied and
that the Trustee has accepted the Alternate Bond Credit Facility, and setting forth the effective
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date of said Alternate Bond Credit Facility, (c) receipt of a certificate signed by an Authorized
Officer stating that no 2008 Tax -Exempt Bonds remain Outstanding (as defined in the Bond
Ordinance), and (d) the stated expiration date hereof, this Letter of Credit shall automatically
terminate and be delivered to us for cancellation; provided, however, that in connection with the
termination event described in clause (b), above, this Letter of Credit shall automatically
terminate, and shall be delivered to us for cancellation, on the second Business Day following
the effective date of the Alternate Bond Credit Facility and the honoring by us of the related
drawing hereunder pertaining to the payment of the Purchase Price of the 2008 Tax -Exempt
Bonds tendered for purchase on the Mandatory Purchase Date corresponding to the delivery of
the Alternate Bond Credit Facility.
Communications with respect to this Letter of Credit shall be in writing and shall
be addressed to us at SunTrust Bank, 25 Park Place, 16th Floor, Atlanta, Georgia 30303,
Attention: Standby Letters of Credit Department, specifically referring thereon to this Letter of
Credit by number.
We agree to issue a substitute letter of credit to any successor trustee (and to
successively replace any such substitute letter of credit) upon the return to us for cancellation of
the original of the letter of credit to be replaced, accompanied by a request relating to such letter
of credit, which (a) shall be substantially in the form of Exhibit D attached hereto with the blanks
appropriately completed, (b) shall be signed by an Authorized Officer, (c) shall specify where
indicated therein the same letter of credit number as the number of the letter of credit to be
replaced and (d) shall state the name and address of the successor trustee. Each substitute letter
of credit will be in substantially the form of this Letter of Credit except for the date and letter of
credit number.
As used herein (a) "Authorized Officer" shall mean any person signing as one of
your Vice Presidents, Assistant Vice Presidents, Trust Officers or Assistant Trust Officers; and
(b) all other capitalized terms used herein and not otherwise defined shall have the respective
meanings assigned to such terms in the above -mentioned Bond Ordinance.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall
not in any way be modified, amended, amplified or limited by reference to any document,
instrument or agreement referred to herein (including, without limitation, the 2008 Tax -Exempt
Bonds), except only the certificate(s) referred to herein; and any such reference shall not be
deemed to incorporate herein by reference any document, instrument or agreement except for
such certificate(s).
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This credit is issued subject to the International Standby Practices 1998
("ISP98"). This Letter of Credit shall be deemed to be issued under the laws of the State of
Georgia and shall, as to matters not governed by ISP98, be governed by and construed in
accordance with the laws of such State.
Very truly yours,
SUNTRUST BANK
By:
Title:
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